DATED xxxxxxxxx

xxxxxxxxxxxxx

TO

xxxxxxxxxxxxxxx LIMITED

DE-REGISTRATION POWER OF ATTORNEY

This De-registration Power of Attorney is given this day of xxxxxxxxxx

1) xxxxxxxxxxxxx a private company limited by shares incorporated in the republic of Kenya under the
Companies Act (Cap. 486) Laws of Kenya and care of Post Office Box Number xxxxxxxx in the said
Republic (hereinafter called “the Company”);

2) IN FAVOUR OF xxxxxxxxxxx a private banking company limited by shares incorporated in the Republic
aforesaid under the Companies Act aforesaid and care of Post Office Box Number xxxxxxxxx Nairobi in
the said Republic (hereinafter called “the Bank” which expression shall where the context so admits
include its successors and assigns).

WHEREAS:

A. Pursuant to (and as a condition of) a letter of offer dated xxxxxxxxxx (hereinafter called “the Facility
Letter”) from the Bank to the Company and by an aircraft mortgage and receivables security agreement
dated the date hereof (hereinafter called “the Security”) the Company (1) mortgaged in favour of the
Bank all its rights titles and interest in and to one xxxxxxxxx aircraft serial number xxxxxxxx registration
mark after called “the Aircraft”), and (2) charged in favour of the Bank all its book and other debts,
revenues and claims, together with the full benefit of all rights and remedies relating thereto.

B. It was a term of the Security that the Company should execute under its common seal and deliver to
the Bank an irrevocable de-registration power of attorney in favour of the Bank in the form and
substance acceptable to the Bank.

NOW pursuant to its obligation under the Security the Company HEREBY:

(1) irrevocably appoints the Bank to be its true and lawful attorney for the following purposes:

(a) to sign execute and to do and perform in the Company’s behalf and in the Company’s name or
otherwise to file or make the necessary applications and to deliver and cause the notarization
of any documents instruments or certificates with such amendments thereto (if any) which the
Bank in its sole discretion determines may be required or convenient to obtain de-registration
of the Aircraft from the register of civil aircraft of Kenya (or from any state or country in which
the Aircraft may for the time being be registered or situated) and/or (without prejudice to
anything herein contained) to sign execute and to do and perform as aforesaid all such acts
and things aforesaid should the Company refuse or fail to do the same; and

(b) to take possession of the Aircraft in the name of the Company and for such purpose to enter
into any premises belonging to or in the occupation of or under the control of the Company or
any other person in the name of the Company and to give directions to any pilots engaged by
the Company or any other pilots to fly the Aircraft and to take any other actions as may be
necessary or pertinent to cause and ensure the delivery of the Aircraft to the Bank or to such
location as the Bank may reasonably require;

provided always that the Bank shall not exercises any of the above rights and powers unless and until
the security constituted by the Security shall have become enforceable and the Bank shall have
determined to enforce the same;

(2) irrevocably appoints the Bank to be its true and lawful attorney generally to do any and all such acts
and things (including seeking particulars of outstanding amounts due by the Company to third parties in
 respect of the Aircraft whether or not the security constituted by the Security shall have become
enforceable) and to execute under seal or hand (as appropriate) and deliver any and all documents
under seal or hand (as appropriate) as may be requested required or convenient to give effect to any of
the transactions contemplated by any of the aforesaid documents instruments or certificates and to
execute any document or form on behalf of the Company as may be required to asses a claim or
collect proceeds under any policy of insurance pertaining to the Aircraft and to collect all such proceeds
directly from the insurer;

(3) undertakes from time to time and at all times to indemnify the Bank against all costs claims expenses
and liabilities howsoever reasonably incurred by the Bank in connection herewith and further
undertakes to ratify and confirm whatsoever the Bank shall lawfully do or cause to be done under or by
virtue of this Power of Attorney;

(4) further grants unto the Bank full power and authority to substitute and appoint in its place one or more
attorney or attorneys to exercise for it as attorney or attorneys of the company any or all of the powers
and authorities hereby conferred and to revoke any such appointment from time to time and to
substitute or appoint any other or others in the place of such attorney or attorneys as the Bank shall
from time to time think fit; and

(5) agrees and declares that no person dealing in good faith with the Bank as the Company’s attorney
pursuant to this Power of Attorney shall be concerned to inquire whether the powers granted by this
Power of Attorney have become exercisable or as to the probity or regularity of any of the Bank’s
actions.

This Power of Attorney is granted in the interest of both the Bank and the Company and cannot be revoked
nullified or made ineffective in any way without the written consent of both the Bank and the Company.

This Power of Attorney is made as part of the Security and as additional consideration for grant of the facilities
under the Facility Letter and shall remain in full force and effect until all obligations of the Company under the
Facility Letter and/or the Security shall be fully discharged or satisfied as solely determined by the Bank.

This Power of Attorney is a power coupled with an interest and is the means for the fulfillment of the Company’s
obligations to the Bank and therefore shall be irrevocable.

This Power of Attorney shall in all respects including all matters of construction validity and performance be
governed by and construed in accordance with the laws of Kenya.

IN WITNESS WHEREOF the Company has hereunto affixed its common seal the day and year first
hereinbefore written.

SEALED with the Common Seal of ………..in the presence of )

)
)
Director )
)
)
Director / Company Secretary )